Motorola Solutions to Acquire Psion Plc. for $200 Million in Cash

June 15, 2012 09:22 AM Eastern Daylight Time

SCHAUMBURG, Ill. & LONDON--(BUSINESS WIRE)--Motorola Solutions, Inc. (NYSE: MSI) ("Motorola Solutions") and Psion
Plc. (LN: PON) ("Psion") today announced that they have agreed on the
terms of a recommended offer by Motorola Solutions for all Psion shares
for 88 pence (US $1.36) in cash per Psion share. It is intended that the
acquisition will be effected by way of a recommended cash offer.

Psion has been a pioneer in ruggedized mobile computing products and
their application in industrial segments around the world. With
headquarters in London and a major operational presence near Toronto,
Canada, Psion has been a leader in mobile computing solutions since
1980. Psion has approximately 830 employees, customers in more than 50
countries and delivered 2011 revenues of £176 million (approximately US
$273 million).

Greg Brown, chairman and CEO of Motorola Solutions, said: “Psion is a
compelling opportunity to strengthen our industry-leading,
mobile-computing portfolio with ruggedized handheld products and
vehicle-mount terminals that will deepen our presence in the global
markets in which we compete.”

John Hawkins, chairman of Psion, said: "The Psion directors are pleased
to unanimously recommend this offer by Motorola Solutions at a price
which offers a significant cash premium to both the current and recent
market prices. Psion continues to successfully deliver on its strategy
of introducing exciting new products while strictly managing the cost
base. The offer by Motorola Solutions provides Psion's shareholders with
certainty in an environment where certainty is in short supply."

Under the terms of the acquisition, Psion shareholders will receive 88
pence (US $1.36) in cash for each Psion share through a recommended cash
offer, valuing Psion's issued ordinary share capital at approximately
£129 million (US $200 million). The consideration represents a premium
of approximately 45 percent to the closing price of 60.5 pence per Psion
share on June 14, 2012, the last trading day prior to this announcement
and a premium of approximately 66 percent to the six-month average price
of 52.9 pence per Psion share prior to June 15, 2012. The acquisition is
expected to close in the fourth quarter of 2012.

Motorola Solutions expects to realize cost and revenue synergies
resulting in margin expansion opportunities and expects the transaction
to be accretive to earnings per share on a non-U.S. GAAP basis in the
first full year following completion and on a U.S. GAAP basis in the
second full year following completion.

Full details of the offer are contained in an announcement made today in
the United Kingdom under Rule 2.7 of the U.K. Takeover Code. Each Psion
director intends to recommend Psion shareholders to accept the offer, as
each Psion director who holds Psion shares has irrevocably undertaken to
Motorola Solutions to do so in relation to Psion shares in which he
holds a beneficial interest, amounting to, in aggregate, 153,929 Psion
shares and representing, in aggregate, 0.11 percent of Psion's issued
share capital.

Motorola Solutions also has received irrevocable commitments from
certain Psion shareholders to accept the offer in respect of, in
aggregate, 23,766,467 Psion shares (representing approximately 16.88
percent of Psion's issued share capital). These irrevocable commitments
are subject to certain conditions, further details of which are
described in the Rule 2.7 announcement.

In connection with today's announcement, Motorola Solutions is expected
to make the recommended cash offer for all Psion shares within 28
calendar days. The transaction is conditional upon the tender of 90
percent of Psion shares, regulatory approval and the satisfaction of
other customary closing conditions.

Advisers

Goldman Sachs is serving as Motorola Solutions' financial adviser and
Clifford Chance is serving as Motorola Solutions' legal counsel in
relation to the transaction. Canaccord Genuity Hawkpoint Limited is
serving as financial adviser to Psion and Slaughter and May is serving
as legal counsel to Psion in relation to the transaction.

About Psion

Psion is one of the pioneers of quality mobile handheld computers and
their application in industrial segments around the world. Psion has
been an innovator in mobile computing since 1980 with the invention of
the PDA. Teklogix, founded in 1967 and acquired by Psion in 2000, began
development of rugged, wireless products in the early 80s. Today Psion
helps its global customers solve their business problems through rugged
mobile communications technology and applications.

Psion's core business is the design, manufacture, supply and service of
rugged, handheld and vehicle-mounted devices designed to improve
business efficiency and productivity for leading enterprises around the
world.

Through its open innovation business model, Psion has the ability to
work directly with its customers and partners to co-create new variants
of its mobile hardware, software and service that meet the specific
needs of the marketplace.

About Motorola Solutions

Motorola Solutions is a leading provider of mission-critical
communication solutions and services for enterprise and government
customers. Through leading-edge innovation and communications
technology, it is a global leader that enables its customers to be their
best in the moments that matter. Motorola Solutions trades on the New
York Stock Exchange under the ticker “MSI.” To learn more, visit www.motorolasolutions.com.
For ongoing news, please visit our media
center or subscribe to our news
feed.

Forward-Looking Statements

This press release, including information included or incorporated by
reference in this press release, may contain "forward-looking
statements" within the meaning of applicable federal securities laws
concerning each of Motorola Solutions and Psion. In respect of Motorola
Solutions, these forward-looking statements are made pursuant to the
safe harbour provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Generally,
the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "estimates" or similar expressions identify
forward-looking statements. These statements are based on assumptions
and assessments made by Motorola Solutions and/or Psion in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to control or
estimate precisely, and include, but are not limited to: (1) the
satisfaction of the conditions to closing, including (a) receipt of
regulatory approvals, and (b) receipt of the requisite number of
acceptances by Psion shareholders; (2) the expected timeline for
completing the transaction; (3) Motorola Solutions' ability to integrate
Psion with its Enterprise Mobility Computing business in an efficient
and effective manner; (4) Motorola Solutions' ability to achieve
expected cost savings associated with the transaction; (5) the impact on
Motorola Solutions' performance and financial results deriving from the
perceived benefits of the transaction; and (6) current economic
conditions, particularly in Europe, where Psion has a significant amount
of sales, as well as future market conditions and the behaviours of
other market participants. Therefore undue reliance should not be placed
on such statements which speak only as at the date of this press release
and do not represent the views of Motorola Solutions or Psion as of any
subsequent date. A detailed description of other risks and uncertainties
affecting Motorola Solutions is contained in Item 1A of Motorola
Solutions' 2011 Annual Report on Form 10-K and in its other filings with
the Securities and Exchange Commission (SEC). These filings are
available for free on the SEC's website at www.sec.gov and
on Motorola Solutions' website at www.motorolasolutions.com.
Neither Motorola Solutions nor Psion assume any obligation to, and do
not intend to, update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required pursuant to applicable law.

Nothing in this press release is intended, or is to be construed, as
a profit forecast or to be interpreted to mean that earnings per Psion
share or Motorola Solutions share for the current or future financial
years, or those of the combined group, will necessarily match or exceed
the historical published earnings per Psion share or Motorola Solutions
share.